Optimal (OPMR) SC 13D/A OPTIMAL / 7293411 Canada ownership change

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*

Optimal Group Inc.

(Name of Issuer)

Class “A” Shares

(Title and Class of Securities)

68388R208

(CUSIP Number)

Richard Yanofsky
770 Sherbrooke Street West, Suite 1700
Montréal, Québec, H3A 1G1
514.738.2079

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 31, 2010

(Date of Event Which Requires Filing of This Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d—1(e), 240.13d—1(f) or 240.13d—1(g), check the following box.o

     Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d—7 for other parties to whom copies are to be sent.

     * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 2 of 4 Pages

     This Amendment No. 1 to Schedule 13D amends the information set forth in the Schedule 13D filed by Francis Choi, Eric Lau Tung Ching, Peter Yanofsky, Richard Yanofsky, and 7293411 Canada Inc. (the “Offeror”) with the Securities and Exchange Commission (the “Commission”) on March 23, 2010 (the “Schedule 13D”), relating to the to Class “A” shares, without par value (the “Common Stock”), of Optimal Group Inc., a Canadian corporation (the “Issuer” or “Optimal”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Schedule 13D. Except as expressly set forth herein, there have been no changes to the information set forth in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

     Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

     Peter Yanofsky, Richard Yanofsky and Eric Lau Tung Ching have entered into a Deed of Guarantee and Indemnity dated February 24, 2010 in favour of Francis Choi. Wherein, Peter Yanofsky, Richard Yanofsky and Eric Lau Tung Ching have agreed, under the terms and conditions set forth therein, to indemnify and hold Francis Choi harmless for all claims, losses, obligations and liabilities suffered or incurred by Francis Choi in connection with the Loan, up to an aggregate amount of US$7,500,000. The foregoing summary of the Deed of Guarantee and Indemnity is not complete and subject in its entirety to the Deed of Guarantee and Indemnity attached hereto as Exhibit 6.

Item 4. Purpose of Transaction.

     Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

     On March 31, 2010, the Offeror, Optimal and Richard Yanofsky filed with the Commission a Tender Offer Statement and Rule 13E-3 Transaction Statement on Schedule TO (the “Schedule TO”), relating to an offer by the Offeror to purchase for cash all the issued and outstanding shares of Common Stock pursuant to Offeror’s Offer to Purchase, dated March 31, 2010 (the “Offer to Purchase”), incorporated by reference to Exhibit (a)(1)(A) of the Schedule TO, and the related Letter of Transmittal, incorporated by reference to Exhibit (a)(1)(B) of the Schedule TO (which, together with the Offer to Purchase and any amendments or supplements to the Offer to Purchase or to the Letter of Transmittal, collectively constitute the “Offer”), at $2.40 per share, upon the terms and subject to the conditions of the Offer.

     The information set forth in the sections entitled “Summary,” “The Offer — Section 4 — Conditions of the Offer,” “Circular — Section 3 — Background to the Offer,” “Circular — Section 4 — Agreements Relating to the Offer,” “Circular — Section 6 — Purpose of the Offer and the Offeror’s Plans for Optimal,” “Circular — Section 13 — Dividends and Dividend Policy,” “Circular — Section 15 — Regulatory Matters,” “Circular — Section 18 — Acquisition of Shares Not Tendered in the Offer,” “Circular — Section 19 — Effect of the Offer on the Market for the Listing of Shares and Status as a Reporting Issuer,” and “Circular — Section 22 — Statutory Rights” of the Offer to Purchase is incorporated herein by reference.

Page 3 of 4 Pages

Item 7. Material to be Filed as Exhibits.

     Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit 6	Deed of Guarantee and Indemnity dated February 24, 2010 among Francis Choi, Peter Yanofsky, Richard Yanofsky and Eric Lau Tung Ching.*
Exhibit 7	Offer to Purchase, dated March 31, 2010.*
Exhibit 8	Letter of Transmittal, dated March 31, 2010.*
Exhibit 9	Notice of Guaranteed Delivery.*
Exhibit 10	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
Exhibit 11	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
Exhibit 12	Joint Bid Agreement, dated March 31, 2010, among Peter Yanofsky, Richard Yanofsky, Eric Lau Tung Ching, Francis Choi and the Offeror.*

* Incorporated by reference to the Schedule TO, filed March 31, 2010.

Page 4 of 4 Pages

SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 31, 2010

/s/ Richard Yanofsky
Richard Yanofsky
*
Peter Yanofsky
*
Francis Choi
*
Eric Lau
7293411 CANADA INC.
/s/ Richard Yanofsky
By: Richard Yanofsky
Title:	President

* The undersigned, by signing his name hereto, does sign and execute this Schedule 13D pursuant to a Power of Attorney executed by the above-indicated Reporting Persons and filed herewith as Exhibit 5.

By:	/s/ Richard Yanofsky
	Richard Yanofsky, Attorney-in-fact